EXHIBIT 10.7
FIRST AMENDMENT TO MASTER
LEASE AGREEMENT AND INCIDENTAL DOCUMENTS
THIS FIRST AMENDMENT TO MASTER LEASE AGREEMENT AND INCIDENTAL DOCUMENTS
(this "Amendment") is entered into as of this 7th day of May, 1997, by and among
(i) HEALTH AND RETIREMENT PROPERTIES TRUST, a Maryland real estate investment
trust ("HRP"); (ii) BLC PROPERTY, INC., a Delaware corporation, ("Tenant");
(iii) BROOKDALE LIVING COMMUNITIES OF WASHINGTON, INC., a Delaware corporation
(the "Washington Subtenant"); (iv) BROOKDALE LIVING COMMUNITIES OF ARIZONA,
INC., BROOKDALE LIVING COMMUNITIES OF ILLINOIS, INC. and BROOKDALE LIVING
COMMUNITIES OF NEW YORK, INC., each a Delaware corporation (collectively, the
"Existing Subtenants"); (v) BROOKDALE LIVING COMMUNITIES, INC., a Delaware
corporation ("Brookdale"); and (vi) THE PRIME GROUP, INC., PRIME INTERNATIONAL,
INC. and PGLP, INC., each a Delaware corporation, and PRIME GROUP LIMITED
PARTNERSHIP and PRIME GROUP II, L.P., each an Illinois limited partnership
(collectively, the "Prime Entities").
W I T N E S S E T H:
WHEREAS, pursuant to a Master Lease Agreement, dated as of December 27,
1996 (the "Master Lease"), HRP leased to Tenant and Tenant leased from HRP
certain properties located in Chicago, Illinois, Brighton, New York and Phoenix,
Arizona, all as more particularly described in and subject to and upon the terms
and conditions set forth in the Master Lease; and
WHEREAS, the obligations of Tenant under the Master Lease are secured
and guaranteed by certain undertakings and agreements of the Existing
Subtenants, Brookdale and the Prime Entities pursuant to the Incidental
Documents (this and other capitalized terms used and not otherwise defined
herein having the meanings ascribed to such terms in the Master Lease); and
WHEREAS, Tenant has requested that HRP acquire certain premises located
in Spokane, Washington, as more particularly described in Exhibit A to this
Amendment (the "Additional Premises"), and lease the same to Tenant, subject to
and upon the terms and conditions hereinafter set forth; and
WHEREAS, the transactions contemplated by this Amendment are of direct
substantial and material benefit to the Existing Subtenants, Brookdale and the
Prime Entities and, therefore, such parties have agreed to amend the Incidental
Documents as hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and for other good and valuable consideration,
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the mutual receipt and legal sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. The Master Lease is hereby amended by inserting the following
immediately prior to Section 1.1 thereof:
1.0 "Additional Premises Commencement Date" shall
mean May 7, 1997.
2. Section 1.5 of the Master Lease is hereby amended by deleting the
reference to "A-3" therein and inserting a reference to "A-4" in its place.
3. Section 1.16 of the Master Lease is hereby deleted in its entirety
and the following inserted in its place:
1.16 "Commencement Date" shall mean the Additional Premises
Commencement Date or the Original Commencement Date, as the
context may require.
4. Section 1.69 of the Master Lease is hereby deleted in its entirety
and the following inserted in its place:
"Minimum Rent" shall mean (a) with respect to the period
commencing on the Original Commencement Date and expiring on
the day preceding the Additional Premises Commencement Date,
$692,709 per month; (b) with respect to the period commencing
the Additional Premises Commencement Date and expiring
December 31, 1997, $806,314 per month; (c) with respect to the
1998 Lease Year, $848,751 per month; (d) with respect to the
1999 Lease Year, $891,188 per month; and (e) with respect to
the 2000 Lease Year and each Lease Year thereafter (including
each Lease Year during any Extended Term), $933,626 per month.
5. The Master Lease is hereby further amended by inserting the
following immediately after Section 1.71 thereof:
1.71A "Original Commencement Date" shall mean December 27,
1997.
6. Section 1.76 of the Master Lease is hereby amended by deleting the
phrase "dated as of the date hereof" appearing therein.
7. Section 1.77 of the Master Lease is hereby amended by deleting the
word "and" between clauses (b) and (c) thereof and inserting the following new
clause at the end thereof:
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; and (d) Brookdale Living Communities of Washington, Inc., a
Delaware corporation, with respect to the Leased Property
located in Spokane, Washington.
8. Section 2.1 (a) of the Master Lease is hereby amended by deleting
the reference to Exhibit "A-3" therein and inserting a reference to Exhibit
"A-4" in its place.
9. Exhibit A to the Master Lease is hereby amended by adding Exhibit A
to this Amendment thereto as Master Lease Exhibit A-4.
10. Exhibit B to the Master Lease is hereby amended by inserting the
following at the end thereof:
Spokane, Washington $14,350,000
11. All references in the Master Lease to the Incidental Documents are
hereby amended to refer to the Incidental Documents as amended by this
Amendment.
12. Each of the Incidental Documents is hereby amended so that each
reference therein to the Master Lease or to any other Incidental Document shall
mean the Master Lease and such Incidental Document as amended by this Amendment.
13. The Pledge and Security Agreement is hereby amended such that (a)
all references therein to the "Properties" shall include the Additional
Premises; (b) all references therein to the "Subleases" shall include the
sublease of even date, between Tenant and the Washington Subtenant; (c) all
references therein to the "Subtenants" shall include the Washington Subtenant;
and (d) the information set forth in Schedule 1 to this Amendment is inserted at
the end of Schedule 1 thereto.
14. The Stock Pledge Agreement is hereby amended such that (a) all
references therein to the "Properties" shall include the Additional Premises;
(b) all references therein to the "Subleases" shall include the Sublease of even
date between Tenant and the Washington Subtenant; and (c) all references therein
to the "Subtenants" shall include the Washington Subtenant.
15. As an inducement to HRP to enter into this Agreement, Tenant hereby
represents and warrants (x) that all of the representations and warranties of
Tenant set forth in Section 20.1 of the Master Lease are true and correct as of
the date hereof and (y) that no Default or Event of Default has occurred and is
continuing under the Master Lease or any other Incidental Document.
16. By execution of this Amendment, the Washington Subtenant hereby
joins in (x) the Guaranty as a guarantor, and (y) the Pledge and Security
Agreement as a debtor.
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17. As amended hereby, the Master Lease and the Incidental Documents
shall remain in full force and effect in accordance with their respective terms
and provisions.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
under seal as of the date above first written.
HEALTH AND RETIREMENT PROPERTIES
TRUST
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its President
BLC PROPERTY, INC.
By: /s/
Its President
BROOKDALE LIVING COMMUNITIES OF
WASHINGTON, INC.
By: /s/
Its President
BROOKDALE LIVING COMMUNITIES OF
ARIZONA, INC.
By: /s/
Its President
BROOKDALE LIVING COMMUNITIES OF
ILLINOIS, INC.
By: /s/
Its President
BROOKDALE LIVING COMMUNITIES OF NEW
YORK, INC.
By: /s/
Its President
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BROOKDALE LIVING COMMUNITIES, INC.
By: /s/
Its President
THE PRIME GROUP, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its President
PRIME INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its President
PGLP, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its President
PRIME GROUP LIMITED PARTNERSHIP
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, its
Managing General Partner
PRIME GROUP II
By: PGLP, Inc. its
Managing General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its (Vice) President
Omitted Exhibits and Schedules
The following exhibit and schedule to the First Amendment to Master
Lease and Incidental Documents have been omitted:
Exhibit Letter Exhibit Title
A Legal Description of Property
Schedule Number Schedule Title
1 Address of Debtor
The registrant agrees to furnish supplementally a copy of the foregoing
omitted schedule and exhibit to the Securities and Exchange Commission upon
request.